JELD-WEN Holding Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$JELD
Forest Products
Basic Materials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 24, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (704 ) 378-5700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
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Securities Registered Pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
JELD-WEN Holding, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on April 24, 2025. At the Annual Meeting, the Company’s stockholders approved the 2017 Omnibus Equity Plan, as amended and restated effective April 24, 2025 (the “Equity Plan”), to increase the available share reserve by 2 million shares as described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 13, 2025 (the “Proxy Statement”). The Equity Plan was previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval, based upon the recommendation of the Compensation Committee of the Board.
A summary of the Equity Plan is set forth in the Proxy Statement. The summary and foregoing description of the Equity Plan is qualified in their entirety by reference to the full text of the Equity Plan, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting was held on April 24, 2025. There were 85,365,636 shares of common stock entitled to vote at the Annual Meeting and 78,178,392 shares were voted in person or by proxy (approximately 91.58% of shares entitled to vote). The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 – Election of Directors
At the Annual Meeting, the Company’s stockholders elected the persons listed below for a one-year term expiring at the Company’s 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Directors | Votes Cast For | Votes Withheld | Broker Non-Votes | ||||||||
William J. Christensen | 73,577,609 | 1,041,280 | 3,559,503 | ||||||||
Antonella B. Franzen | 73,610,383 | 1,008,506 | 3,559,503 | ||||||||
Catherine A. Halligan | 72,437,240 | 2,181,649 | 3,559,503 | ||||||||
Michael F. Hilton | 72,425,533 | 2,193,356 | 3,559,503 | ||||||||
Tracey I. Joubert | 72,402,044 | 2,216,845 | 3,559,503 | ||||||||
Cynthia G. Marshall | 72,291,898 | 2,326,991 | 3,559,503 | ||||||||
David G. Nord | 73,517,505 | 1,101,384 | 3,559,503 | ||||||||
Bruce M. Taten | 72,085,958 | 2,532,931 | 3,559,503 | ||||||||
Roderick C. Wendt | 73,587,973 | 1,030,916 | 3,559,503 | ||||||||
Steven E. Wynne | 72,786,730 | 1,832,159 | 3,559,503 | ||||||||
Proposal No. 2 – Advisory Vote to Approve the Compensation of our Named Executive Officers
The Company’s stockholders approved a non-binding, advisory vote on the compensation paid to the Company’s named executive officers.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
70,763,508 | 3,695,352 | 160,029 | 3,559,503 | ||||||||
Proposal No. 3 – Ratification of PricewaterhouseCoopers LLP as Independent Auditor for 2025
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2025.
Votes Cast For | Votes Cast Against | Abstentions | ||||||
77,030,390 | 831,491 | 316,511 | ||||||
Proposal No. 4 – Approve the Amended and Restated 2017 Omnibus Equity Plan
The Company’s stockholders approved the Equity Plan.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
52,704,343 | 21,740,154 | 174,392 | 3,559,503 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan, as amended and restated effective April 24, 2025.
104 Cover Page Interactive Data file (formatted as Inline XBRL).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 25, 2025 | JELD-WEN HOLDING, INC. | |||||||||||||
| By: | /s/ James S. Hayes | |||||||||||||
| James S. Hayes | ||||||||||||||
Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||